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Biography
Since 1983, Todd has engaged in a federal income tax practice, with emphasis on non-profit organizations and tax-exempt finance. Chair of the Health Care/Large Tax-Exempt Organizations Practice Group, Todd spends a significant portion of his time working with non-profit hospitals, other health care organizations, and a wide variety of large, tax-exempt organizations, advising them on general tax planning and financing transactions.
Todd's non-profit organization practice focuses primarily on non-profit hospitals and other healthcare organizations, although museums, community development organizations, educational organizations, and private foundations are included among his clients. Todd assists these organizations in evaluating potential transactions to determine the most appropriate structure and whether any risk exists with respect to continued tax-exempt status. He often assists clients with creating new corporations, joint ventures, or other vehicles to aid the accomplishment of particular goals.
In his tax-exempt finance practice, Todd reviews, structures, and advises on tax-exempt bond transactions that involve hospital, educational, government and other borrowers. He has participated in numerous hospital, educational and other charitable financings, including project financings and refunding financings, as well as numerous governmental financings, also including project financings and refunding financings.
Todd's non-profit organization practice includes representation of clients during audits by the Internal Revenue Service ("IRS") and the review of past activities to position clients to respond to an IRS audit. Several of the audits Todd has handled have resulted in closing agreements or other arrangements whereby the clients' tax-exempt status has been preserved despite challenge by the IRS.
Many clients have requested the firm to undertake detailed reviews of their activities, and Todd has supervised and participated in the preparation of numerous comprehensive reports analyzing prior activities. In some cases, these reviews have led to requests for rulings or other negotiations with the IRS on behalf of clients, the most notable of which resulted in the Hermann Hospital closing agreement and physician recruitment guidelines.
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Representative
Experience
- Represented Hermann Hospital, a major teaching facility located in the Texas Medical Center, in negotiations with the IRS regarding, among other things, the Hospital's participation in certain physician recruitment activities; the negotiations resulted in a Closing Agreement with the IRS pursuant to which the Hospital's tax-exempt status was preserved, permitting the Hospital to undertake a major bond offering; in addition, the Closing Agreement included detailed physician recruitment guidelines, the publication of which was a condition of the IRS agreeing to execute the Closing Agreement; the physician recruitment guidelines are still cited and were a factor in completion by the IRS of Revenue Ruling 97-21 dealing with physician recruitment
- Represented the World Health and Golf Association in its quest for tax-exempt status; the WHGA conducts The Spirit World Amateur Golf Championship at Whispering Pines Golf Club in Trinity, Texas, is a First Tee Program teaching facility and supports Texas Medical Center research into health issues with global impact
- Represented Southwest Texas Methodist Hospital in San Antonio, Texas, in the creation of a whole hospital joint venture combining the Hospital's health care activities with those of four Columbia/HCA hospitals located in San Antonio; this transaction was designed to address control requirements necessary to preserve the Hospital's continuing tax-exempt status, many of which make up the core of the IRS analysis of such transactions set forth in Rev. Rul. 98-15
- Represented C.H. Wilkinson Physician's Network, an affiliate of the Sisters of Charity Health Care System in Houston, Texas, in becoming the first physician services component of a Texas integrated health care delivery system to obtain tax-exempt status following the IRS's adoption of new internal review policies; although filed after similar requests for exemption from Texas physician services organizations, Network's application was selected by the IRS to address the unique issues faced by Texas physician services organizations and to establish the IRS review policies applicable to all Texas physician services organizations
- Represented Olathe Medical Services, Inc., a Kansas physician services organization, in successfully protesting an IRS denial of Services' application for tax-exempt status; included in the representation were negotiations with the IRS concerning the proper method of acquiring physician practices, including the problem with buy back clauses, and acceptable methods of physician compensation, including production-based bonus pools
- Represented Methodist Hospital, Lubbock, Texas, in a three-year battle to preserve its tax-exempt status; the audit resulted in a Notice of Proposed Revocation of the Hospital's tax-exempt status and required exhaustive negotiations with the IRS to reach agreement on settlement terms; closing of the audit in a manner preserving the Hospital's tax-exempt status allowed the Hospital to pursue and complete merger plans with another local provider
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Activities and Affiliations
- Member: Tax-Exempt Finance Committee, Texas and American Bar Associations; National Association of Bond Lawyers; American Health Lawyers Association (Planning Committee, Health Care Tax Law Institute); Past Chair, Tax and Finance Committee, American Health Lawyers Association; Tax-Exempt Finance Committee, State Bar of Texas; University of Texas Non-Profit Organizations Institute Planning Committee; Past Chair, Task Force on Enforcement and Alternative Penalties, Tax-Exempt Finance Committee, American Bar Association; Past Vice-Chair, General Tax Matters Committee, National Association of Bond Lawyers
- Speaker/Panelist: Seminars and other programs sponsored by the American Bar Association; National Association of Bond Lawyers; American Health Lawyers Association; The University of Texas; and others
- Author: health care-related topics, including "The Revised Hospital Audit Guidelines; How to Study for your Next Exam" (1993 Clark Boardman Callaghan Health Law Handbook); "Recent Developments Affecting Tax-Exempt Bonds: Another Chance to Win the Lottery" (1994 Clark Boardman Callaghan Health Law Handbook) "Hermann Hospital Closing Agreement: The View from Ground Zero" (National Health Lawyers Association Health Digest, November 1994); "Whole Hospital Joint Ventures" (Journal of Taxation of Exempt Organizations, January/February 1995); "IRS Rules on Cross-Town Recruiting of Physicians," (The Exempt Organization Tax Review, July 1999)
- Listed: The Best Lawyers in America in tax law, 2003-2006, in public finance law, 2006; "Texas Super Lawyer" in tax law, Texas Monthly, 2004; "Go-To" lawyer, Texas Lawyer, 2002;
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Education and Professional Background
- Attended the University of Virginia
- University of Arizona, B.S. with highest distinction, 1980 (Phi Kappa Phi; Beta Alpha Psi; Beta Gamma Sigma)
- University of California at Los Angeles, J.D., 1983
- Admitted to practice: Texas, 1983
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